William Vernon
NovoCureAbout William Vernon
William Anthony Vernon, age 69, has served on Novocure’s board since 2006 (19 years of service) and is currently the Lead Independent Director (since May 2016). He was CEO of Kraft Foods Group (2012–2014) and previously held senior leadership roles at Johnson & Johnson; he holds a B.A. in History from Lawrence University and an MBA from Northwestern University’s Kellogg School of Management . He is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Group, Inc. | Chief Executive Officer; Senior Advisor | CEO 2012–2014; Advisor through May 2015 | Led publicly listed CPG company; marketing expertise |
| Ripplewood Holdings | Healthcare Industry Partner | 2006–2009 | Private equity operating partner |
| Johnson & Johnson (Centocor, McNeil Consumer, DePuy Orthopaedics, J&J-Merck JV) | President/Group Chairman roles | 1982–2006 (various roles 1995–2005) | Led major healthcare businesses; commercialization and P&L oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Nuvation Bio Inc. | Director | 2021 | NVCR director David Hung is Nuvation’s founder/CEO and a NVCR director—board-level interlock |
| McCormick & Company | Director | 2017 | Global consumer staples; no apparent competitive overlap with NVCR’s medical devices |
| Intersect ENT Inc. | Former Director | 2015–2021 | Prior med-tech directorship |
| The WhiteWave Foods Company | Former Director | 2016–2017 | Consumer staples board experience |
| Axovant Sciences, Medivation, Inc., Kraft Foods Group | Former Director | Various | Historical pharma/CPG board roles |
Board Governance
- Roles: Lead Independent Director; Compensation Committee Chair; member of the Compensation Committee .
- Independence: Determined independent by the Board; three fully independent Board committees .
- Attendance: Board met six times in 2024; committees met 17 times; directors attended 98% of Board and committee meetings; AGM attendance expectation with 8 of 10 directors attending in 2024 .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board and committee meeting .
- Risk oversight: Committee charters delineate audit, compensation, and nominating responsibilities; active risk and cybersecurity oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base annual Board retainer (Non-Employee Directors) | $55,000 | Paid quarterly |
| Lead Independent Director retainer | $35,000 | Additional to base |
| Compensation Committee Chair fee | $20,000 | Chair vs. member ($10,000) |
| 2024 Cash fees earned (Vernon) | $110,000 | Base + Lead + Chair |
| Reimbursement | Up to $5,000 | Tax preparation fees related to Board service |
2024 Director Compensation detail for Vernon:
| Item | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $110,000 |
| Stock awards (RSUs) grant-date fair value | $93,745 |
| Option awards grant-date fair value | $93,834 |
| Total | $297,579 |
Share ownership guidelines: Directors must hold ≥3x annual cash retainer; all directors are compliant or expected to be within required timeframe .
Performance Compensation
- Annual equity program design (Non-Employee Directors): Annual grant up to $375,000 fair value; for 2024, Board reduced to $187,500 and split equally between RSUs and options (foregoing 100% options election) .
- Vesting: Annual awards vest in full on the earlier of one-year anniversary or immediately before the next Annual Meeting; change-in-control accelerates vesting immediately prior to closing .
- Clawbacks/Recovery: Company maintains a Dodd-Frank-compliant executive incentive recoupment policy and plan-level recovery for “Detrimental Activity” within one year of vest/exercise; anti-hedging and anti-pledging policy applies to directors .
- Option strike and grant cadence: Options granted at FMV on grant date; time-based vesting .
Director equity terms (illustrative for Vernon):
| Grant Type | Grant Date | Value/Strike | Vesting |
|---|---|---|---|
| RSUs (annual) | June 5, 2024 | $93,745 fair value | Full vest by next AGM or 1-year anniversary |
| Options (annual) | June 5, 2024 | $93,834 fair value; strike $23.13 | Time-based; full vest by next AGM or 1-year anniversary |
Other Directorships & Interlocks
- Interlocks: Vernon sits on Nuvation Bio’s board; NVCR director David Hung is Nuvation’s CEO/director—indicates cross-company network ties in oncology; monitor information flow and potential related considerations in future transactions, though no related-party transactions are disclosed .
- Compensation Committee interlocks: None disclosed; no insider participation issues noted .
Expertise & Qualifications
- Domains: Public company CEO experience, marketing, healthcare commercialization, governance; financial literacy reflected in Board skills matrix .
- Education: B.A. History (Lawrence University); MBA (Kellogg School of Management) .
Equity Ownership
Beneficial ownership as of April 4, 2025:
| Holder | Ordinary Shares | Exercisable within 60 days | Total beneficial | % Out. |
|---|---|---|---|---|
| William Vernon | 168,886 | 85,362 | 254,248 | <1% |
Outstanding awards as of Dec 31, 2024:
| RSUs Outstanding | Options Outstanding |
|---|---|
| 4,053 | 91,591 |
Policies:
- Anti-hedging and anti-pledging: Prohibited for directors and covered parties .
- Ownership guidelines: ≥3x retainer, five-year compliance window—company states directors are compliant or on track .
Recent Form 4 insider transactions (Vernon; “VERNON W ANTHONY”):
Governance Assessment
- Board effectiveness: Vernon provides experienced independent leadership as Lead Independent Director and chairs Compensation, with clear chartered responsibilities and active shareholder engagement; 98% director attendance evidences strong engagement .
- Pay alignment: Director cash/equity mix is moderate; annual equity reduced in 2024 to $187,500 and split RSUs/options, vesting aligned to service and annual meeting cycle; change-in-control single-trigger vesting for directors is common but accelerates vesting—monitor for entrenchment risks in a sale scenario .
- Conflicts/related party: No related-party transactions disclosed; Compensation Committee interlocks absent; anti-hedging/anti-pledging policy reduces alignment risk; ownership guidelines promote skin-in-the-game .
- Signals: Recent small open-market sales appear de minimis relative to holdings and coincident with annual grant cycles; strong 2024 Say-on-Pay support (98.2%) underscores investor confidence in compensation governance; use of independent consultant FW Cook and removal of prior plan “evergreen” feature align with shareholder feedback .
- RED FLAGS: None observed in filings—no pledging, no tax gross-ups, no option repricing, no related-party transactions; continue monitoring cross-board interlocks with Nuvation Bio as the company advances oncology programs to ensure independence and absence of shared transactions .